Terms of Use

These terms of use are entered into by and between You and CrowdNoise, LLC (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the CrowdNoise Service (the “Service”), including any content, functionality, and services offered on or through the CrowdNoise App (the “App”) and the CrowdNoise Website (the “Website”) (https://CrowdNoise.com), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Service. By using the Service or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, our Copyright Policy (found at the end of these terms) and our Privacy Policy (https://CrowdNoise.com/privacy.html) incorporated herein by reference. If you do not want to agree to these Terms of Use, the Copyright Policy, or the Privacy Policy, you must not access or use the Service.

This Service is offered and available to users who are 13 years of age or older. By using this Service, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the App.

Your continued use of the Service following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

We reserve the right to withdraw or amend this Service, and any service or material we provide on the App or Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Service.
• Ensuring that all persons who access the Service through your internet connection are aware of these Terms of Use and comply with them.

To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide is correct, current and complete. You agree that all information you provide to register with this Service or otherwise, including but not limited to through the use of any interactive features on the App and Website, is governed by our Privacy Policy (link), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a password or any other piece of information associated with your username as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Service or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable or reassign any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. If you select a username or similar identifier for your account, we may modify it if we believe it is necessary or appropriate (for instance, if it infringes another party’s intellectual property or impersonates another user).

The Service and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Service, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your device for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the App or Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from the Service.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Service or any services or materials available through the Service.

If you wish to make any use of material on the Service other than that set out in this section, please address your request to: admin@CrowdNoise.com

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of the Terms of Use, your right to use the Service will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Service not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other.

The Company name, the terms “CROWDNOISE”, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Service are the trademarks of their respective owners.

You may use the Service only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Service:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in Section 9 of these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm the Company or users of the Service or expose them to liability.

Additionally, you agree not to:

• Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Service, including their ability to engage in real time activities through the Service.
• Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
• Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Service.
• Introduce any viruses, Trojan Horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service.
• Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Service.

The Service may contain message boards, chat rooms, personal web pages or profiles, team profiles, photo and video galleries, calendars, maps, venue and event listings, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Service.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Service.

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
• Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Service and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising unless expressly authorized under a separate written agreement with CrowdNoise.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information (including but not limited to event location and time; spectator attendance; ticket availability). Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.

This Service includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We may update the content on this Service from time to time, but its content is not necessarily complete or up to date. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.

All information we collect on this Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites or apps to certain content on this Service.
• Send e-mails or other communications with certain content, or links to certain content on this Service.
• Cause limited portions of content on this Service to be displayed or appear to be displayed on your own or certain third-party websites or apps.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Service or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Otherwise take any action with respect to the materials on this Service that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

The App and Website provided by CrowdNoise contain pages featuring individuals, independent agencies, corporate entities, or other organizations promoting an institution’s intercollegiate athletics program or to assist in providing benefits to enrolled student-athletes or their family members (“Collectives”).  Such Collectives have been pre-approved to receive donations submitted through the App or Website.  The existence of these pages on the App or Website does not constitute solicitation of donations; CrowdNoise does not engage in any solicitation activities on behalf of any Collective. 

All donations made on the App and Website (“Donations”) are processed directly by authorized third-party payment processor (the "Payment Processor"), and not by CrowdNoise, LLC ("CrowdNoise"). Users acknowledge that all such contributions are made at their sole risk and are based upon their sole determination and evaluation of the cause supported by the Collective. Users are solely responsible for determining the tax deductibility of any donation. All donations are subject to the Payment Processor's terms of use. CrowdNoise disclaims all responsibility for any errors or omissions caused by the Payment Processor or for any failures on the part of the Payment Processor. An administrative fee associated with Donations may be contributed directly to CrowdNoise by the Payment Processor, as agreed upon between CrowdNoise and the Payment Processor. Users agree to review the Payment Processor's terms and conditions prior to making a Donation and acknowledge that CrowdNoise is not liable for the actions or inactions of the Payment Processor.

Donations made through the App or Website are made directly to a Collective and are not made to CrowdNoise.  All Donations made are gifts that are not refundable.  The tax treatment of Donations made by a User to a Collective through the CrowdNoise App or Website is entirely dependent upon the tax status of the recipient Collective and is subject to prevailing tax laws and regulations. CrowdNoise makes no representations or warranties regarding the tax treatment, deductibility, or classification of any Donation made via the App or Website. Users are solely responsible for understanding the tax implications of their Donations based on the tax status of the Collective and are advised to consult with their own tax advisors regarding the tax treatment of such donations. CrowdNoise shall not be liable for any tax obligations or consequences that may arise from Donations made to Collectives through the App or Website.

It is the normal practice of CrowdNoise to retain an administrative fee of seven percent (7%) of the total donation amount (“Administrative Fee”), in addition to any payment processing costs incurred. This fee is retained to cover the operational and administrative expenses associated with the management and facilitation of donations received through the Service. Payment processing costs vary by transaction and are subject to the terms of service of the payment processors used by the Company. These costs are in addition to the administrative fee and will be deducted from the total donation amount before disbursement to the intended recipient or cause.

CrowdNoise enforces a strict “No Refunds” policy for Donations; however, we recognize circumstances wherein reversals of transactions are necessary. These include Chargeback and Gross Error transactions.

A Chargeback transaction occurs when the credit card holder files a dispute with their bank stating that either they did not authorize or recognize the transaction on their credit card or bank statement. Any Chargeback processing will be handled according to the terms of use of the Payment Processor. 

A Gross Error transaction occurs when the credit cardholder / donor makes a transaction for an amount grossly different than the intended amount. For example, a donor makes a $10,000.00 donation instead of a $10.00 donation. A Gross Error transaction DOES NOT include advisements which are made to the wrong Collective, containing an incorrect name, dedication, or designation, or any other non-financial reason. CrowdNoise retains sole authority to determine the exact criteria of a Gross Error transaction.  If a Gross Error is approved by CrowdNoise, it will still only be considered in accordance with the terms of use of the Payment Processor.  While CrowdNoise will provide reasonable efforts to investigate and substantiate a Gross Error, the donor should contact the Collective and/or Payment Processor directly in order to attempt to correct the error.

CrowdNoise offers payments through Payment Processors (e.g. Stripe).  We allow Collectives to connect existing accounts with Payment Processors for the purpose of processing donations. By connecting an account, a Collective agrees to give CrowdNoise access to allow you to accept transactions via Payment Processor on the App or Website. Collective is responsible for ensuring the proper configuration of their Payment Processor account, including but not limited to anti-fraud tools. CrowdNoise is NOT responsible for monitoring or reviewing transactions via Collective accounts or for any chargebacks or fraud that may occur.  The Payment Processor terms of service and privacy policy are available directly from the Payment Processor.  Any questions related to the Payment Processor terms of service or privacy policy should be referred to the Payment Processor.  While Payment Processor fees may vary on credit card fees for qualified charitable organizations, CrowdNoise is not responsible for Payment Processor transaction processing rates. Payment Processor may offer qualifying charitable organization rate discounts as outlined and any discounts may be obtained are the responsibility of Collective and may be obtained upon applying for discounts using the process outlined by Payment Processor.  Payment Processor will retain an Administrative Fee for CrowdNoise as provided for herein. 

Only the authorized credit card holder or account holder may initiate a Donation to a Collective using the CrowdNoise App or Website. Third parties are strictly prohibited from using the User's card information or account to make Donations on behalf of the User. This practice, known as “credit card laundering” or unauthorized account use, violates the agreements with Visa, MasterCard, and other financial institutions. CrowdNoise reserves the right to report any suspected abuse of this policy to the appropriate legal authorities and take necessary action, including but not limited to termination of the User account, to maintain compliance with anti-money laundering regulations and other applicable laws. Users are responsible for ensuring that they are the authorized users of the credit card or account being used to make Donations on the CrowdNoise App or Website.

Notwithstanding any other provision in this Agreement, Users acknowledge and agree that no goods or services will be provided in exchange for any donations made to a Collective through the CrowdNoise App or Website. All donations are made freely and voluntarily without any expectation of receiving goods or services in return. This clause is to affirm the understanding that contributions are made to support the specified Collective for the purposes outlined on their respective fundraising pages, without any tangible compensation to the donor.

All Donations made through the CrowdNoise App or Website are for the authorized purposes stated by the Collective at the time of the donation. While CrowdNoise may collect information about specific causes or individuals ("Tagged References") associated with a Donation and provide such Tagged References to the Collective, CrowdNoise makes no representations or warranties, express or implied, that the funds will be used in a manner consistent with any such Tagged References. Accordingly, CrowdNoise shall not be responsible for, nor held liable for, the handling, allocation, or use of Donations in relation to such preferences. The User hereby acknowledges that any designation of a preference for the use of Donations made to a Collective is merely an expression of preference and does not give rise to any contractual obligations on the part of CrowdNoise or the Collective. CrowdNoise disclaims all liability in respect of the use of Donations by a Collective.

The privacy of Collective information is of paramount importance to CrowdNoise. We steadfastly commit to not sharing the names of our donors without their explicit consent. By donating on the App or Website, donors hereby grant CrowdNoise permission to access and share their donation records as necessary to efficiently process the donation. Unless a donor expressly indicates a desire to remain anonymous at the time of donation (“Anonymous Donation”), CrowdNoise reserves the right to provide the associated Collective with certain reports. These reports may include, but are not limited to, the donor's name, address, and detailed transaction accounting information.

CrowdNoise assures all donors that their personal information will be handled with the utmost care and will be deleted in accordance with applicable law upon receipt of a verified request. Donors wishing to have their information deleted may submit such a request to admin@CrowdNoise.com. Through this clause, CrowdNoise reaffirms its dedication to protecting donor privacy while facilitating transparent and accountable donation processes.

Other than Anonymous Donations, User hereby grants CrowdNoise permission to consider the information related to a Donation as a User Contribution and authorizes such information to be posted on the CrowdNoise Website or App.

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or apps linked to this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and apps.

The owner of the Service is based in the state of Texas in the United States. We provide this Service for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR APP LINKED TO IT.

YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES OR APPS LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES AND APPS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Service, including, but not limited to, your User Contributions, any use of the Service’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Service.

All matters relating to the Service and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the City of Dallas and County of Dallas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

The Terms of Use, our Privacy Policy, and our Copyright Policy constitute the sole and entire agreement between you and CrowdNoise, LLC with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.

This Service is operated by CrowdNoise, LLC at 5956 Sherry Lane, Suite 1810 Dallas, Texas 75225.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to: admin@CrowdNoise.com.

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this site (the “Website”) infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

For written notices seeking the removal of cached material where the use of the material on the originating website is allegedly infringing must meet two additional requirements:

• The written notice may be sent only after the material has been taken down from the originating website or a court has ordered its takedown from that website.
• The written notice must include a statement confirming that the material has been taken down, or that a court has ordered that it be taken down, from the originating website.

Our designated copyright agent to receive DMCA Notices is: Wallace L. Hall III CrowdNoise, LLC 5956 Sherry Ln, Ste 1810, Dallas, Texas 75225 214-535-3355 getty@CrowdNoise.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

If you believe that material you posted on the Service was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Service may be found) and that you will accept service from the person (or an agent of that person) who provided the Service with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Under this Agreement, all intellectual property rights in the App, including but not limited to copyright, text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, are owned by or licensed to the Service Provider. The User acknowledges that the App and any necessary software used in connection with the App ("Software") are protected by copyright, intellectual property laws, and international treaty provisions.

The User agrees not to copy, modify, create derivative works from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. The User also agrees not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the App. Any use of the App not expressly permitted by this Agreement is prohibited and may result in the termination of the User's account and access to the App.

CrowdNoise grants the User a personal, non-transferable, and non-exclusive right and license to use the code of the Software on a single computer; provided that the User does not (and does not allow any third party to) copy, modify, create a derivative work from, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any rights in the Software. This license does not include any resale or commercial use of the App or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the App or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle such disputes, claims, questions, or disagreements. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures.

Arbitration shall take place in the jurisdiction where the Service Provider is located, unless otherwise agreed upon by the parties. The arbitration shall be conducted by a single arbitrator, selected in accordance with the rules of the American Arbitration Association. The award rendered by the arbitrator shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.

This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.